True and Complete Clause Samples
The 'True and Complete' clause requires that all information, representations, or disclosures provided by a party are accurate and not misleading. In practice, this means that any documents, statements, or data shared must be both factually correct and fully comprehensive, without omitting material facts. This clause is essential for ensuring transparency and trust between parties, as it helps prevent disputes arising from incomplete or false information.
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True and Complete. No representation or warranty made by the Company or the Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Company nor any Shareholder has failed to disclose to Buyer any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the Business.
True and Complete. None of the documents filed by the Purchaser under the Exchange Act and delivered to the Company (which are listed on Schedule 4.5) contained any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein no misleading.
True and Complete. No representation or warranty made by the ----------------- Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of the Company or the Shareholders pursuant to this Agreement, nor any document or certificate delivered to the Merger Subsidiary pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading.
True and Complete. No representation or warranty made by the Company or the Primary Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Sage pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a
True and Complete. No representation or warranty made by Company in this Agreement, nor any statement, certificate or exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. The Company has not failed to disclose to Buyer any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the Business.
True and Complete. No representation or warranty made by the Company or any Shareholder in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of the Company or the Shareholders pursuant to this Agreement, nor any document or certificate delivered to Parent or Merger Sub pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Company nor any Shareholder has failed to disclose to Parent or Merger Sub any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the business or the Company.
True and Complete. No representation or warranty made by the ----------------- Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of the Company or the Shareholders pursuant to this Agreement, nor any document or certificate delivered to Merger Subsidiary pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Company nor any Shareholder has failed to disclose to the Merger Subsidiary any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the Business or the Company.
True and Complete. Disclosure None of the factual information and data (taken as a whole) furnished by Holdings, any of its Subsidiaries or any of their respective authorized representatives in writing to any Agent or any Lender on or before the Effective Date (including (i) the Confidential Information Memorandum and (ii) all information contained in the Credit Documents) for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this
True and Complete. No representation or warranty made by the Company in this Agreement, nor any statement, certificate or exhibit furnished by or on behalf of the Company
True and Complete. Copies of every other environmental, engineering or other third-party consultant report of a material nature, obtained by Seller or Hotel Manager and regarding the structural integrity of the Hotel Premises, the compliance of the Hotel Premises with applicable Laws or the presence of Hazardous Substances, underground storage tanks and other environmentally hazardous conditions within the Hotel Premises.